Wikimedia Hong Kong/Articles of Association

THE COMPANIES ORDINANCE (Chapter 32)

COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

Articles of Association

of

Wikimedia Hong Kong Limited

(Chinese) 香港維基媒體協會組織章程細則

Chapter I　　INTERPRETATION

In these articles-

"Ordinance" (本條例) means the Companies Ordinance, Chapter 32.
"The Company" (本會) means Wikimedia Hong Kong Limited
"Member" (會員) means anyone who has been applied and qualified as a member of Wikimedia Hong Kong
"The Council" (代表會) means the Council of Wikimedia Hong Kong Limited
"The Directory"(理事會) means the Directory of Wikimedia Hong Kong Limited
"the President"(會長) means the President of the Directory of Wikimedia Hong Kong
"seal" (印章) means the common seal of Wikimedia Hong Kong.
"secretary" (秘書) means any person appointed to perform the duties of the secretary of the company.
"Wikimedia user" (維基媒體使用者) means individual who had registered in any of the Wikimedia projects with at least one edit on one of these Projects.
Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.
Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Ordinance or any statutory modification thereof in force at the date at which these articles become binding on the company.
Words purporting one gender shall where the context admits include the other genders.
The regulations contained in Table C of the Ordinance do not apply to the Company. ^[1]。

Chapter II　　MEMBERS

Membership

Among the members of the Company, there are individual members (個人會員) and honorary members(名譽會員) only. For the purposes of registration, the number of the Members of the Company is declared to be limited to 100.^[2]。
Any Wikimedia users who have the right of abode in Hong Kong shall be eligible to be Individual Members, after paying the membership fee and foundation fee with approval of the Directory.
An individuals who has extraordinary contribution or financial support to the company can be invited to become an honorary member after approval by the Directory.
Rights and Obligations of Members
Individual members are allowed enjoy the following rights:-
1. To attend the Member Assembly, and to sit-in on the meetings of the Council and the Directory with the approval of the relevant institution in advance
2. To speak, to move, to second and to vote in the Member Assembly
3. To participate in the elections of the Company , and to enjoy the rights to nominate, second and vote
4. To perform initiative and referendum
5. To participate in the activities of the Company
6. To enjoy the welfare and facilities of the Company
Honorary Members are allowed to enjoy the following rights:-
1. To attend the Member Assembly, and to sit-in on the meetings of the Council and the Directory with the approval of the relevant institution in advance
2. To participate in the activities of the Company
3. To enjoy the welfare and facilities of the Company
All Members shall fulfil the following obligations: -
1. To observe and comply with the Memorandum and Articles of Association and the By-laws of the Company
2. To observe and comply with all resolutions and regulations passed by the Members Assembly;
3. To pay the membership fees as and when they fall due, except those who are Honorary Members have no such obligation.
4. Not to do anything that is harmful to the Company
The rights and obligations of each Member shall be personal and shall not be transferable by his own action or by operation of law.
Termination of Membership
A Member may at any time withdraw from the Company by giving not less than one month’s prior notice in writing to the Directory of his intention so to do and upon the expiration of such notice he shall cease to be a Member, and the Company should not return any membership fees that the member had already paid.
A Member shall automatically cease to be a Member if the Member shall have been in default of his payment of membership fees or any part thereof for a period of 6 months provided that such Member may be reinstated by the Directory with or without imposing any conditions as it may consider appropriate.

Chapter III　MEMBERS ASSEMBLY

Composition and Authority of the Members Assembly

The Members Assembly is the ultimate authority of the Company. It consist a President, a Secretary and all the members who attend a Members Assembly meeting.
The President of the Directory should be the President of the Members Assembly. In case of the President is absent or under impeachment, whose duties shall temporarily be assumed by the following personnels in the order of precedence below:
1. Deputy President of the Directory
2. Chairperson the Council
The Secretary of the Directory shall be the Secretary of the Members Assembly. In case of the Secretary is absent, whose duties shall temporarily be assumed by the following personnels in the order of precedence below:
1. Secretary of the Council
2. Any attending members who appointed by the President
The Authorities that the Members Assembly can exercise include but are not limited to the follows: -
1. to amend these Articles of Association;
2. to conduct the implementation of the Memorandum and Article of Association;
3. to review the resolution by the Council
4. To approve the project reports from the current and last Directory
5. To approve the financial reports from the current and last Directory
The Assemble of the Members Assembly
The Company shall in each year hold a Members Assembly meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one Members Assembly meeting of the Company and that of the next. Provided that so long as the Company holds its first annual Members Assembly meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held atsuch time and place as the Directory shall appoint.
All Members Assembly meetings other than annual Members Assembly meetings shall be called extraordinary Members Assembly meetings.^[3]。
The Directory may, whenever they think fit, convene an extraordinary Members Assembly meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 113 of the Ordinance.
the Notice of the Members Assembly
An annual Members Assembly meeting and a meeting called for the passing of a special resolution shall be called by at least 21 days' notice in writing, and a Members Assembly meeting other than an annual Members Assembly meeting or a meeting for the passing of a special resolution shall be called by at least 14 days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in Members Assembly meeting, to such persons as are, under the articles of the Company, entitled to receive such notices from the Company:
Provided that a Members Assembly meeting shall, notwithstanding that it is called by shorter notice than that specified in this article be deemed to have been duly called if it is so agreed in writing-
1. in the case of a meeting called as the annual Members Assembly meeting, by all the Members entitled to attend and vote thereat; and
2. in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than 95 per cent of the total voting rights of all the members entitled to attend and vote at that meeting. ^[4]。
The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
Proceedings at General Meetings
All business shall be deemed special that is transacted at an extraordinary Members Assembly meeting, and also all that is transacted at an annual Members Assembly meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election of Directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors.
No business shall be transacted at any Members Assembly meeting unless a quorum of members is present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting; save as herein otherwise provided by a resolution of the Members Assembly, more than one fourth of the Members present in person shall be a quorum.
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.

Chapter IV　　The COUNCIL and The DIRECTORY

Composition and Authority of the Council

The Council of Wikimedia Hong Kong is the highest supervisory body in the Company. It represents the community, and reviews and drafts amendments to the Memorandum and Articles of Association. It is responsible to the Members Assembly directly.
The Council consists two Ex-officio Councilors and three Member Councilors. One of the ex-officio councilors should be elected by and from the previous Directory, the other should be elected by and from the previous Council. The Member Councilors should be elected by the members of the Company by votes.
The Council consists a Chairperson and a Secretary, and these two should be the Councilors of the current Council
The authorities that the Council can exercise includes but are not limited to the follows:-
1. To supervise the administration of the Company and its subordinate institutions, to settle disputes and the dissolution of the Company
2. To review and to approve the annual projects and budgets from the Directory
3. To review and to approve the annual reports and financial reports from the previous Council and Directory, refer to the Members Assembly
4. To review and to approve the resolution by the Directory
5. To hear the complains about member's behavior, and to launch any disciplinary action as it may consider appropriate, including castigation, expulsion and any other actions as it may consider appropriate
6. To interpret the Constitution of the Society;
7. To hear, to reject and to approve the resignation from the directors and councilors.
8. to take over the authority and obligation of the Directory, in case of vacancy or after the resignation of the whole Directory. In these moments, the Chairperson of the Council or anyone with endorsement from more than two thirds of the councilors shall be the President pro tempore
9. to take over the authority and obligation of the Directory, in case of an interregnum caused by difficulties of composing a new Directory. In these moments, the Chairperson of the Council or anyone with endorsement from more than two thirds of the councilors shall be the President pro tempore.
The Council can establish the following institutions with specified terms and missions, as it may consider appropriate: -
1. Electoral Affairs Committee
2. Caretaker Directory
3. Investigation Commission
The term of office of the Councilors shall be two years, while current councilors shall be eligible for re-election.
The methods of election of the Councilors and the Proceeding of the Council Meetings are specified in the Bylaws of the Council of Wikimedia Hong Kong.
Composition and Authority of the Directory
The Directory of Wikimedia Hong Kong is the highest nonadministrative body in the Company. It handles the daily administration of the Company and is responsible to the Members Assembly and the Council.
The Directory should be composed of five to thirteen directors, who should be elected by the Members of the Company. The Directory should administrates the Company with collective leadership and responsibility.
The Directory should consist a President, a Deputy President, a Secretary, a Treasurer and several directors. The President and Deputy President should be elected by the members of the Company.
Each director can exercise an equal authority as each other, and is not responsible to any other directors. The portfolio of each directors shall be decided within the Directory.
The authorities that the Directory can exercise includes but are not limited to the follows:-
1. To enforce the Memorandum and Articles of Association
2. To enforce the resolutions by the Member's Assembly, the Council and the Directory
3. To propose the annual project and budget for the Company
4. To decide the procedures of activities and administrative regulations
5. To draft the statement of the Company to the public
The Directory can establish the following institutions with specified terms and missions, as it may consider appropriate: -
1. Special Commissions
2. Advisory Board
3. Task Force
The Directory should enforce all the resolution from the Council, without the right to ask the Council to review and to dissolve the Council.
The term of office of the Directors shall be two years, while current Directors shall be eligible for re-election.
The subscribers of these memorandum and articles of Association shall be the Director of the Provisional Directory before the first directory is composed. The Provisional Directory exercise as much as authority as shown in the article 4.12 above.
The methods of election of the Directors and the Proceeding of the Directory Meetings are specified in the Bylaws of the Directory of Wikimedia Hong Kong.
Qualification of the Councilors and Directors
A member of the company should not serve as a Director and a Councilor at the same time.
The office of councilor and director shall be vacated if the member-
1. becomes bankrupt or makes any arrangement or composition with his creditors generally; or
2. becomes prohibited from being a director by reason of any disqualification order made under Part IVA of the Ordinance; or
3. becomes of unsound mind; or
4. resigns his office by notice in writing to the company given in accordance with section 157D(3)(a) of the Ordinance; or
5. shall for more than 6 months have been absent without permission of the directors and councilors from meetings of the Directory and Council held during that period; or
6. is directly or indirectly interested in any contract (being a contract of significance in relation to the company's business) with the company and, if his interest in the contract is material, fails to declare the nature of his interest in manner required by section 162 of the Ordinance. A director and Councilor shall not vote in respect of any contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted.
The company may from time to time by a special resolution to vacate the office of a director or a councilor, in spite of the regulation in the Memorandum and Articles of Association and the contracts between the member with the Company.
No members should hold the office below for more than three terms
1. President of the Directory
2. Deputy President of the Directory
3. Chairperson of the Council

Chapter V　　FINANCE

The Company shall follow the principle of keeping the expenditure within the limits of revenues in drawing up its budget, and strive to achieve a fiscal balance, avoid deficits and keep the budget commensurate with the growth rate of its gross domestic product.
Membership fees
Any individual members should pay foundation fees and membership fees upon their membership are confirmed by the Directory. They should also pay the membership fees as and when they fall due annually.
Any payment as membership fees and foundation fees to the company is not refundable in any cases.
The foundation fee and Membership fee shall be such sum as the Council and the Directory may from time to time determine.
Development Fund of Wikimedia Hong Kong
The Company should set up the Development Fund of Wikimedia Hong Kong for the further development of the Company.
All the foundation fees from new members and the profit of the company in each fiscal year shall be parts of the fund.
The fund can be drawn out by the Company only if the amount of fund is more than HK$ 10,000.
Any movement of the fund should with a resolution from the Council in advance.
Accounts
The directory shall cause proper books of account to be kept with respect to-
1. all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;
2. the assets and liabilities of the company.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the company's affairs and to explain its transactions.
The books of account shall be kept at the registered office of the company, or, subject to section 121(3) of the Ordinance, at such other place or places as the directors think fit, and shall always be open to the inspection of the directors.
The directory shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by statute or authorized by the Directory or by the company in Members Assembly.
The directory shall from time to time in accordance with sections 122, 124 and 129D of the Ordinance, cause to be prepared and to be laid before the company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those sections.
A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the company in Members Assembly meeting, together with a copy of the directory's report and a copy of the auditor's report, shall not less than 14 days before the date of the meeting be sent to every member of, and every holder of debentures of, the company:
Provided that this article shall not require a copy of those documents to be sent to any person of whose address the company is not aware or to more than one of the joint holders of any debentures.

Borrowing Powers
The directory may exercise all the powers of the company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the company or of any third party.
Audit
Auditors shall be appointed and their duties regulated in accordance with sections 131^[5], 132^[6], 133^[7], 140, 140A, 140B and 141 of the Ordinance.

Chapter VI　 DISCIPLINARY PROCEDURE

Subject to these Articles, any cases of members' discipline shall be heard by the Council.
The Council may, by a two thirds majority decision to expel a member from the Company, if the member:-
1. the behaviour of the member is, in the opinion of the Council, obstructive to the progress of the Company or harmful or injurious to the interests of the Company; or
2. the member fails to comply with or observe any of these Articles or By-laws or resolutions or regulations or directions of the Members Assembly, the Council and the Directory
Provided that:-
1. Not less than seven days’ notice shall have been given to such member of the Council meeting at which his proposed expulsion will be considered stating the reasons for the hearing;
2. Such member shall be entitled to attend the Council meeting and to make verbal or written representation thereat; and
3. Such decision of the Council to expel shall be confirmed or varied at a Directory meeting, at which such member shall be entitled to make verbal or written representation, by a majority decision of the Directory.
The provisions of the preceding Article shall be without prejudice to the right of a Member who is subject to expulsion to appeal to the Company by convening a Members Assembly meeting pursuant to Section 113 of the Ordinance within seven days of the confirmation of his expulsion by the Directory. A majority of three quarters of the Ordinary Members entitled to attend and vote thereat present at such general meeting shall have the right to confirm or annul the expulsion and in the case of annulment to remit the matter to the Council for reconsideration of the sanction to be imposed. The decision of the Members Assembly shall be final where an expulsion is confirmed.
An expelled Member shall cease to be a Member of the Company on the date of the confirmation of his expulsion by the Directory or the Company in Members Assembly, as the case may be, except where he has lodged notice to convene an extraordinary Members Assembly meeting of the Company as set out above. On expulsion, such member shall forfeit all rights against the Company and all claims to return of money paid by him by way of Membership fees and Foundation fee.
A Councilor or a Director, as the case may be, who is the subject of sanction or expulsion or proposed sanction or expulsion shall not vote on any matter in respect thereof or in relation thereto, and if he does so vote his vote shall not be counted and his presence shall not be counted in reckoning the quorum.

Chapter VII　　SECRETARY

The secretary shall be appointed by the Directory for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by the Directory.
A provision of the Ordinance or these articles requiring or authorizing a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the Secretary. ^[8]。

Chapter VIII　　The SEAL

The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Directory or of a committee authorized by the Directory in that behalf, and every instrument to which the seal shall be affixed shall be signed by the President and shall be countersigned by the secretary or by a second director or by some other person appointed by the Directory for the purpose.

Chapter IX　　NOTICES

A notice may be given by the company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within Hong Kong) to the address, if any, within Hong Kong supplied by him to the company for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 48 hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.
Notice of every general meeting shall be given in any manner hereinbefore authorized to-
1. every member except those members who (having no registered address within Hong Kong) have not supplied to the company an address within Hong Kong for the giving of notices to them; and
2. the auditors for the time being of the company.
No other person shall be entitled to receive notices of general meetings.

Chapter X　　INDEMNITY

Every councilor, director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in relation to the company in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connexion with any application under section 358 ^[9]of the Ordinance in which relief is granted to him by the court.

Chapter XI　　INTERPRETATION and AMENDMENT

Interpretation

The Council shall be the sole authority for the interpretation of the Memorandum and Articles of Association.
The translation of this Memorandum and Articles of Association to any other language than Chinese should be reference only. In the event of any inconsistency between any translations and the Chinese Version, the Chinese version shall prevail.
Amendment
The Memorandum and Articles of Association may be added to, repealed, or amended by resolution at any annual or extraordinary Members Assembly meetings, provided that no such resolution shall be deemed to have been passed unless it is carried by a majority of at least three-quarters of the Individual Members voting thereon.
Should a quarter of the Members, half of the Directors, or half of the Councilors jointly sign and submit a petition for an amendment of this Constitution, the Directory should handle it.
Any proposed amendments should be approved by the Directory and the Council should refer to the Membership Assembly for final discussion vote.

Names, Addresses and Descriptions of Subscribers

Jeromy Y. CHAN, Student
C. F. CHEUNG, Student
K. M. LAM, Freelancer in media sector
Y. H. LAI, Student
W. F. SIU, Student
Terence C. W. YUEN, Student

(Addresses omitted for Privacy)

Saturday the fourteenth day of July, Anno Domini two thousand and seven

Witness to the above signatures,

Stewart C. L. CHENG, Student

(Address omitted for Privacy)

Notes

Edit

香港維基媒體協會會章

章程	章程大綱 ※ 章程細則
附例	~~代表會附例~~ ※ ~~理事會附例~~ ※ 董事會附例
規則	會議規則
修訂	2014年會章修訂議案（章程大綱修訂條文 ※ 章程細則修訂條文 ※ 董事會附例）
Documents	Board of the WM Foundation's Resolution of Approval ※ Memorandum & Articles of Association
存檔	※ ~~第一屆代表會的產生辦法~~ ※ ~~第一屆理事會的產生辦法~~ ※ ~~選舉管理委員會附例~~ ※ ~~暫緩組成代表會臨時條款~~

[1] Section 11

[2] Section 10

[3] Article 111

[4] Article 114

[5] Article 131

[6] Article 132

[7] Article 133

[8] Article 154B

[9] [1]

[1]

[2]

[3]

[4]

[5]

[6]

[7]

[8]

[9]

Wikimedia Hong Kong/Articles of Association

Chapter I INTERPRETATION

Chapter II MEMBERS

Chapter III MEMBERS ASSEMBLY

Chapter IV The COUNCIL and The DIRECTORY

Chapter V FINANCE

Chapter VI DISCIPLINARY PROCEDURE

Chapter VII SECRETARY

Chapter VIII The SEAL

Chapter IX NOTICES

Chapter X INDEMNITY

Chapter XI INTERPRETATION and AMENDMENT